Additional Post-Closing Shareholder Payment means any Additional Post-Closing Payment payable pursuant to Section 1.8(j);
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Earnout Payment has the meaning set forth in Section 2.3(b).
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Earnout Shares has the meaning set forth in Section 3.6(a).
Earn-Out Payment has the meaning set forth in Section 2.5(a).
Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.
VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).
Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.
Earn-Out Shares has the meaning provided in Section 2.2(b).
Earnout Amount has the meaning set forth in Section 2.7(a).
Second Closing has the meaning set forth in Section 2.2.
Subsequent Closing has the meaning set forth in Section 3.2.
Closing Payment has the meaning set forth in Section 2.2(a).
Second Closing Date has the meaning set forth in Section 1.3.
Put Closing Date shall have the meaning set forth in Section 2.3.8.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Earn-Out Amount has the meaning set forth in Section 2.07(a).
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.
Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.